The Amazing Spider-Man
by Guardian001
Summary: The Retold origin story of the boy who became a hero. Peter Parker is given great power and uses that power to battle his most powerful villains all the while peicing together his own checkered past. Things will change and stories will be retold in new ways.
1. Sins of the Father

The Amazing Spider-Man  
Chapter 1: Sins Of The Father

Ben Parker walked casually down a busy suburban street with his hands resting easily in his pockets and a slight grin on his face. People passed him all in different forms. This was New York, the city that never slept and kept on the move despite the rest of the world.

Ben however wasn't really feeling that well about anything right now. He and his wife of 6 years, May Parker, had been trying to concieve a child for the longest time. But after several miscarriges, they finally gave up and decided to try and adopt when they had the money. Money was an entirely different problem, Ben had recently been let-go from his job as a technician and May had just finished her piano classes. That alone wasn't going to support their money issues.

If it hadn't have been for a call from his younger brother, Richard, Ben probably wouldn't have gotten off of the couch all day. In his call, Richard sounded extremely distraught, almost as if he were injured. Richard gave Ben an address and told him not to tell anyone where he was going.

Ben had no idea why his little brother had called him out of the blue like this. Recently, Richard had been assigned to some job at Oscorp Industires and since then he hadn't called, wrote, or drop by to say hello. May assumed that with his wife Mary being pregnant, he has been a little busy with her but Ben knew Richard too well and something was bothering him.

Ben stopped at a corner of a street and looked around. He pulled a peice of paper from his pocket. The paper had the directions to Richards' location. Ben looked up from the paper to see an alley dead ahead of him. Further into that alley was Richard Parkers' car.

Ben quickly made his way to the car, stepping over several pieces of trash and trying to ignore the smell of the alleyway. Finally, he made his way to the car and opened the passenger door and sat down. Richard was sitting in the drivers seat looking at Ben as he made his way into the car.

"What took you so long?" Richard asked smiling at his older brother.

"I don't leave home much Rich." Ben responded. He looked at his brother and smiled back. "It's good to see you."

"You too, Ben." There was a small moment of silence between the two brothers.

"So what did you drag my ass off of my very comforable couch for?" Ben asked.

Richard took a deep breath. "You remember when I told you was put on a special project at Oscorp? Well now I... I made an extremely huge discovery. An earth shattering discovery." Richard paused and reached into his pocket and revealed a test tube with a red liquid inside.

"Is that blood?" Ben asked eyeing the tube strangely.

"Yes. Well... Sort of. It's what I've been working on for the past few months. It's a cure for cancer."

Ben's eyes widened. "You can make that?"

Richard looked at it. "Yes. It's really quite amazing. Amazing."

Ben rose his eyebrow. "You want me to leave you and the blood alone for a while?"

He chuckled. "Anyways," Richard looked looked away from the test tube. "Norman Osborn, the CEO of Oscorp, rounded up a few genetic scientists, including me. It was Dr. Curt Conners, Edward Brock, Osborn, and myself. We were assigned to this cure and told specifically to not mention this to anyone. Not even family. Well I guess it's safe to say I broke that rule." Richard rubbed his head. "A few days into the project, we had a... a falling out. Basically, it resulted in Conners working on some sort of regrowth formula, Brock making his own cure, and Osborn placed Oscorp in some government contract. I still had our original formula. I didn't have a lot of faith but... I had to try."

"Try what?" Ben looked at his brother concerningly.

"I started expirementing with the formula and... poof... there it was."

Ben rubbed his temples. "Okay, where are you going with this? I told May I'd pick up some eggs on the way back and it's already pretty dark out."

Richard sighed and giggled a little. "Fine. Basically, what I made was a genetic cocktail and it... well it's remarkable to say the least. It holds similar properties to an animal and a human. Cross genetics, Ben." His brother gave him a wild eye as if saying: 'I don't know what the hell cross genetics are, you crazy mad scientist." Richard kept talking. "Cross genetics is when you take the genes from... lets say a dog and then you cross those genes with that of a human. The host becomes a perfect cross between the two."

Ben blinked a few times. "So... The... Host would... Look like a... Dog?" He asked.

"No, no, no. The host would look perfectly normal." He paused. "Well maybe a few odd features-."

"Like a tail and long ears?" Ben interrupted.

"Maybe. But my point is: I made this at Oscorp. The formula. It's theirs, technically." Richard looked at the tube in his hands. "But I can't let them have it."

Ben chuckled. "And why not?"

"Because Osborn is..." Richard looked down. "You don't know the danger this could cause in the wrong hands and trust me Ben, Norman Osborn's hands are probably the most dangerous I've ever encountered. If I give this to him, he'll just use it in his military projects division and use this as a weapon. I won't have anyone's death on my hands, Ben."

"Why don't you just quit?"

"It's not that simple. And by the time I could even find a box to put my stuff in Osborn will have the formula and all of my test subjects. And with all of the police officers itching to get a few more dollars to their name, I can't trust any of them, so no cops. Especially to take down Osborn. He has lawyer upon lawyer. Even if I do sue him, they can say that just because I made it in** his **lab, with **his** tools, and with **his** resources that makes it Oscorps." He sighed. "I'm afraid of what he'll do to get this." He opened the top of the tube. "Not only what he'll do to me but to Mary... And the baby."

Ben put his hand on his brother's shoulder. Richard has been married to Mary Parker for three years now and she was nine months pregnant with their child. The baby was due at any time now.

"Rich," Ben's voice was soft and sympathetic. "You, Mary, and the baby can stay with May and I for as long as you need to. If you want, you know."

"I can't do that to you guys, Ben. I'll only be endangering you and May even more. As much as I'd love to, I can't." Richard declined.

"So where will you go?" Ben asked him. Richard reached into his pocket and retrieved two plane tickets. He handed them to Ben. The older man read them. His eyes went wide. "Italy?"

Richard shrugged. "Mary always wanted to go to Venice." He took the tickets back.

"Does she know about this?"

"No. I didn't want to worry her."

"Then what will you tell her?"

"Well, I could call it the honey moon we never had." Richard smiled.

There was silence as Richard eyed the tube of genetically enhanced blood in his hands. "When will you be back?" Ben asked him.

Rich shrugged again. "Whenever I feel like I should. Or until Osborn gets old and dies. Hopefully." He said under his breath. Rich looked up to see the worry in his brothers eyes. He wanted so bad to tell him that he'd be okay but he knew he could never completely guarantee that. He gave a faint smile before reaching into the back seat and grabbing a bundle of three folders all tied together by various rubber bands and paper clips. He handed them to Ben.

"Ben," Richard started. "This is my lifes work. For obvious reasons I can't take it with me but I want you to take them and hide them." He instructed.

"Where?"

"Anywhere. I'm going to need them when I get back." Rich hid his uncertainty with a clean grin.

"Sure thing." Ben took the folders in his hands. He pointed at the tube. "What are you going to do with that?"

Richard looked at the vial. "This?" He opened the drivers side car door and poured the blood down a nearby drain leading into the sewers. He then threw the tube in a garbage bin and closed the door. "The sewage in both the sewers and the garbage will contaminate the blood. Even if Osborn's lackeys do find it, it'll be completely unusable." He explained.

Ben took a deep breath. "Come back, Rich. When you're done with whatever the hell you're mixd up in, come back. You hear me?" Ben asked with all seriousness laced in his words.

Richard grabbed his older brother and pulled him into a hug. The two embraced for a few more moments before they parted. "I'll try my best." Richard responded. "Now go." He wiped a tear from his eye. "You have some eggs to pick up."

Ben opened the door and got out of the car. He gave his brother one more worried look before closing the door and watching him off as he backed out of the alley and drove down the New York streets until he was unable to be seen anymore.

Ben took one more look at the folder he still held before tucking them under the waistband of his pants and pulling his shirt over them, rendering the folders invisible to anyone he happened to walk by. With that, Ben continued home with a lot more on his mind than he cared to think about.

. . . . .

Ben closed the door to his home in Queens, New York before hopping on top of his couch and laying in a very comfortable position. It wasn't long before he dozed off into a rather peaceful sleep for almost half an hour.

Ben opened his eyes to the sound of a sweet sensation to his ears. "Ben?" He fully opened his eyes to see his wife, May Parker standing over him, her black hair reaching past her shoulders and her glasses placed carefully on the bridge of her nose. She smiled as her husband drifted back to reality. "Ben." She called again.

The man smiled as he rose from the couch and kissed May on the lips. "The perfect thing to wake up to." He said sweetly.

May let her lips curl as she brought herself closer to Ben. "Ben, honey." May said in the seductive voice she knew Ben loved.

"Yes sweety?" He responded as he kissed her neck.

"Did you remeber to get the eggs?" She asked him, still in her seductive voice.

Ben stopped in his tracks as May pulled away from him. "Look May..."

"I'll take that as a no." May looked down at Ben sternly.

Ben stood from the couch and moved towards the door. "I'll go get the eggs if you want the eggs now."

"There's no point now." She said. "Besides," May looked down at her feet. "We have something... More important to talk about."

Ben sensed the seriousness in her voice and slowly turned around. "What's wrong?"

May looked back up at Ben. "I... I went to the doctor's today while you were gone to see if there was anymore hope but..."

"Oh, May." Ben grabbed his wife and pulled her into his arms. "It's okay."

"He said that the chances of us having a baby were... slim and I just..." She was beginning to tear up.

Ben looked May in the eyes. "We'll just have to keep trying, won't we?" He gave her a comforting smile.

May responded by hugging him. She then opened her eyes, feeling something on Ben's stomach. "Ben, what is that?" She looked down and lifted his shirt, revealing the folders Richard had given him. She pulled them out. "What are these?" She asked, taking notice of Richard's name on the top of one of the folders. "Are these your brother's?"

Ben sat her down on the couch and sat down himself. "Yeah. Rich asked if I could watch a few of his things while he and Mary... Go out of town for a while."

"What? Why? Where are they going?"

Ben tried to muster up a fake chuckle but it came out more like a cough. "Well, get this, Richard thinks some big company spooks are trying to steal something he created. So you know Rich, he's paranoid enough to leave the country and all. But he'll be fine in a few days." As much as Ben wanted to believe his own lie, he coudn't.

May looked deep into Ben's eyes. "Ben, do you think this is serious?"

"What? No." He waved it off. "Richie will be fine." He said more hopeful than anything else. "He'll be fine." May looked at him the same way he looked at Richard before he left; with worry and confusion in her eyes. He quickly recoiled from his mood. "Anyway," He took the folders from May and placed them on the coffee table. "Lets talk about something else. Or better yet, we don't have to talk." Ben smiled as he moved closer to her.

May smiled and got up and ran up stairs, making her way to their bedroom. "Last one up." She laughed as Ben stood to chase after her. But as Ben climbed the stairs, the phone in the kitchen rang. He stopped and gave a sigh of impatience. "Ben..." May called in her seductive voice that nearly made Ben forget the fact that he had a phone and dash up the stairs.

"One sec." He said as he grabbed the phone and put it up to his ear. "Hello." He paused. "Yes, this is... Of course but..." Ben felt his body run cold. "Wha- What?" He could barely form words. "No." He whispered as he felt hot tears run down his face. "But what about his-?... Where? We'll be there as soon as possible." Ben hung up the phone and took a moment to sit and cry.

May slowly came down the stairs. "Ben?" She rushed to his side. "What's wrong?"

Ben looked at his wife. "We need to go to the hospital, now."

. . . . .

Ben and May Parker rushed to the Emergency Room as a nurse stood waiting for them with a group of police officers. Ben approached the group. "I'm Ben Parker." He stated.

One of the officers turned around and greeted Ben. "I'm officer Stacy. I'm terribly sorry for your loss." He said with compasion in his voice.

"Thank you. Where's my brother's wife?"

The nurse grabbed Ben and May and lead them down the hall. "She went into labor shortly after finding her... husbands body. She was brought here as quickly as possible." The nurse explained.

"Will she be alright?" May asked her.

"Everything seems to be happening quite normally at this point. We'll keep you updated." As she finished her sentence, a group of doctors, surgeons, and nurses ran past them with Mary Parker on one of the hospital beds being moved to another room.

"Mary!" May called as she chased after her sister-in-law with Ben close behind her.

One of the doctors was about to 'shoo' the two away but Mary grabbed his wrist. "Relax doctor hard-ass. They're family."

"How are you holding up sweetie?" May asked.

"You know, holding." She tried to sound okay but on the inside she was hurting deeply, not only because of the baby kicking inside of her but because about a half hour ago, she walked into her house to see her dead husband laying on the floor with a gun in his hands.

"You poor thing." May held Mary's hand as she comforted her.

The medical staff had arrived at the room Mary would be giving birth in and stopped Ben and May from going in. "I'm sorry," One of the doctors said. "No one besides us allowed past here." He then ran into the room, leaving the couple to stand outside and listen to the horrible, ear splitting screams of Mary Parker.

. . . . .

It had been only ten minutes but to Ben and May it seemed like hours. They sat in the waiting room patiently. Ben tried to wrap his mind around the fact that his little brother was dead. And what's worse, they're saying it was suicide. He knew that what he and Richard had talked about only hours before, it was definitely no suicide. But right now, that wasn't the top of his 'Worry about list.' That honor went to the child being born down the hall.

To the right of him sat the police officer he had met previously, George Stacy. He too seemed to have much on his mind.

"What are you here for?" Ben asked George.

Stacy looked at Ben then pointed to the opposite hall. "My wife is pregnant. She'll be due any moment now. I'm just waiting."

Ben nodded his head. "Well good luck." He told him.

"Thanks." After a minute or two, another police officer ran into the waiting room. "Stacy, we gotta go." He said.

George stood up. "On it." He stopped before he passd Ben and May. "Good luck to you, too." He said before running to his police cruiser outside.

Ben wrapped his arm around May. "We're going to need it."

Before Ben could get comfortable, the doors to the room Mary was taken to opened and a nurse stepped out. Ben and May stood up together and met the nurse halfway. "Is she okay?" May asked.

"The baby was delivered successfully. But her overall health is dropping." The nurse paused. "It doesn't look good. The doctors are worried."

May felt a pit open in her chest. A pit of sorrow for her best friend. "Can we see her?"

"Of course." With that they walked towards their friend.

"Knock, knock." Ben said as they stepped into the room.

Mary was sitting up, sweating and obviously tired with a baby in her arms. She still smiled nonetheless. "Hey, you guys." She said weakily.

May sat down near the foot of the bed and noticed the baby. She smiled. "Is it a boy or a girl?"

Mary looked down. "It's a boy." She said proudly.

May tried to stay positive and keep away from 'touchy subjects.' It was obvious Mary was hurting deeply over the loss of her husband. She hid it well with her trademark nonechalant attitude but to the people who have known her for most of her life, she may as well had been bawling her eyes out.

"So what are you going to name him?" Ben asked.

"When me and..." She stopped and wiped a tear from her cheek. "We came up with a lot of names but the one that really stuck-." The heart monitor next to her bed began to been more rapidly. She coughed.

May stood up. "Mary?" Her voice was riddled in concern.

Mary looked to May as they both began to cry. "Peter." Mary said to her The woman smiled and looked to her baby. "Peter Benjamin Parker... He's a special one... Special-." She drifted off then closed her eyes for what would be the last time.

Ben ran to the doorway. "Somebody get in here, now!" He yelled at a few nearby doctors who ran into the room.

One of the doctors grabbed the now crying baby from Mary's motionless hands and handed him to May Parker.

It seemed like everything happened so fast. The doctors tried to revive Mary with every tool they could use but in the end, she was still gone. Just like Richard Parker.

. . . . .

Ben and May stood in front of the doctors with Peter in a baby car seat.

"Peter will be adopted by you two? His aunt and uncle, right?" One doctor asked.

"Yes, that's correct." Ben said, holding May in his arms.

"Alright. There's some paper work you'll need to-."

"Look, we've been through a helluva lot in just one night. Can we please do this some other time." Ben asked.

"Sure thing." The young doctor agreed as he handed them a small stack of papers.

"Thank you." May said as she looked at Ben and then the baby. "Ben, what are we going to do? We don't know how to raise a baby and-."

"Shhh..." He hushed her. "Peter is our responsibility now, May. We can raise him. If for nothing else, for Richard and Mary. He needs someone."

May looked at Peter again who stared at her, smiling back at her. May smiled at him and turned back to Ben. "I hope you know what you're doing."

. . . . .

"Norman Osborn, sir." A man in a very dark suit and black shades started. "We found nothing at Parker's house. He either destroyed or hid his research."

Norman sat at his desk in Oscorp. He sighed deeply. "What about his family?" He asked in a very firm voice.

"His wife died giving birth to their son tonight. Our informants in the hospital tell us that the boy will be living with his aunt and uncle, Parker's older brother." The man reported.

"Name?" Osborn asked him.

"Ben and May Parker. They live in Queens and-."

"Not them." Norman interrupted. "I mean the boy. What is his name?"

"Peter Parker, sir."

"Well," Norman stood. "Lets keep an eye on young Peter Parker." Norman smiled.


	2. Coming of Age

The Amazing Spider-Man  
Chapter 2: Coming of Age

"No! No! No! No!" Norman Osborn tossed a file folder across his office and the papers inside scattered to the ground. The man who owned the files bent to his knees and tried to pick them up. "Leave them!" Osborn shouted. "They're trash anyway." The Oscorp CEO was obviously irritated and slighty angry as he glared at Dr. Curtis Conners who slowly tried to gather the papers from the ground.

"Norman," The man started. "I think if you gave my research a second look, I promise, you'll see what I see." He stepped towards Norman's desk. "Cross genetics expirementation is the step we need to-."

"Cross genetics didn't work years ago and they won't work with you." Norman rubbed his temples.

"It did work." Conners argued. "Richard Parker found a way to make it work."

Osborn seemed to flinch at the sound of his former employee's name. "Yes but... Too bad he died fifteen years ago."

"I do believe his work can be replicated and maybe, just maybe, if I had the right resources that your company can provide, I can complete Richard's work."

Osborn moved from around his desk and towards Curtis. He looked the man in the face before looking down at the man's amputated right arm. "Now would this..." He motioned to the arm."Happen to be affectng your choices?"

"My work is purely for the benifit of science." Curt responded.

"Mhm." Norman looked down and picked up one of the many papers from the file. He examined it for a moment before giving it back to Conners. "Reptilian DNA, Curt? Growing back body peices through the lizard's natural limb reproduction."

Curt sighed. "Alright yes. My own loss is a... Major factor in my choices of creatures to use but if it'll work for me it can work for soliders overseas or burn victims."

"Conners, it was a dream of the past but here at Oscorp, we move further into the future. Crossing human and animal DNA is primitive and unrealistic."

"If it's unrealistic, how did Richard do it?" Curt asked him.

"The answer is no, Conners." Norman said firmly. "I will not fund these expirements only to end up in a mess because of you and your 'scientific dreams.' We both know what this is really about." Norman walked past Curt. "Now, I have far more important meetings today so," He opened the door leading out of his office and motioned for Conners to leave. "If you don't mind."

The scientist sighed before gathering the rest of his papers and walking out of the door. "Pleasure seeing you again Norman." Curt said coldly.

"Likewise." Osborn shut the door to his office and exhaled deeply. He sat back down in his seat. "How can this day get any worse?" At that moment the office door swung open and a lab assistant peaked his head in.

"Mr. Osborn I need you to sign off on this." He stepped inside holding a clipboard.

"What is it?"

The assistant looked confused. "It's the permission for the..." He looked back at the clipboard for a second. "Midtown High School field trip scheduled for tomorrow." He handed Norman the clipboard and the CEO signed it. "Your sons class is coming."

"Kids..." Osborn shook his head. "Make sure the classified projects are put somewhere safe before they arrive tomorrow." He handed the board back to the man. "Wouldn't want any of them getting themselves into any trouble."

**-Midtown High School-**

"If you are attending the field trip tomorrow, I need your permission slips by the end of the day." Science teacher, Miles Warren, stood in front of his classroom of rowdy teenagers who were barely paying any attention to him.

A blonde girl stood from her seat, holding a handful of permission slips. "These are the ones from my row Mr. Warren." She handed them to him with a smile.

"Thank you Ms. Stacy." Warren took them from her and added them to his stack. Gwen Stacy smiled and sat back down in her seat. The man looked through the papers before looking back up towards the back of the class. He eyed the boy sitting there, reading a book and keeping very much to himself despite all the socialization. He had headphones on and seemed to be trapped in his own little plane of existence. "Mr. Parker." Mr. Warren called. No response. "Peter Parker."

The class became silent as they all turned to Peter who kept rocking his head to his music and reading his book. Gwen looked towards him as well. Harry Osborn, who sat next to Peter, tapped his friend on the arm.

"Pete." He whispered.

Peter looked to Harry who motioned his head towards Mr. Warren. Peter followed and removed his earphones. "Um... Yeah?"

"See me after class. Both you and Ms. Stacy."

Peter looked at Gwen who met eye contact with him as well. Both confused. "Yes sir."

The bell rung shortly after and the teenagers stood from their seats and left the classroom. Harry and Peter stood up. "See you later Pete." Harry told him before leaving.

"Yeah, see ya'." Peter threw his backpack onto his shoulder and looked back to the front of the class to see Gwen waiting like him, her book bag slung over her shoulder. She waved at him. Peter smiled and waved back at her. They both turned their attention to their teacher.

"Peter, Gwen." Miles handed them each a sheet of paper. Peter took a look at it and at the top read: Oscorp Internship. He looked back at Mr. Warren.

"What's this?"

"You two are the smartest kids I've ever had in this class and I see much potential in the two of you. So I took the liberty to sign the two of you up for the Oscorp Internship. You just have to have your parents or," He looked to Peter specifically. "Guardians to sign for it. You don't have to do it but I think it'll be a great oppurtunity for the both of you. So," He leaned over his desk. "Are you two up for it?"

Peter and Gwen took a moment to think. "I am." Gwen answered. "Not exactly what I thought would be my first job but I'd like to try it out."

"Good." Warren looked at Peter. "An you Mr. Parker?"

Peter looked over the paper and hesitated to answer. "Yeah, I'll... Uh... I'll get my aunt and uncle to look at it later."

"Splendid. In that case I have an assignment for the two of you to do as partners during the field trip to Oscorp Towers tomorrow."

Peter sighed. He had hoped that he could walk around with Harry while the others had to follow their tour guide but obviously that can't happen now. He looked at Gwen. Well, it'll at least be a good thing to work with the hottest smart girl at school.

"The both of you will write a partnered report on whatever subject you find interesting from Oscorp. You will then turn it in to me the next day and I will give it to Norman Osborn, a persoal friend of mine, and he will decide wheather to accept or deny your internship." He explained. "Questions?" The two teens didn't say anything. "Good. Have a nice day."

Peter was the first out of the door. He shoved the internship paper into his hoodie pocket and began to make his way towards the exit of Midtown High School.

"Hey!" He heard behind him. Peter stopped and turned around to see Gwen speed walking towards him. "Peter. Hi." She caught up to him and gave a smile that was almost infectious. "Gwen Stacy." She held out her hand. "Since we'll be working together thought it'd be smart for us to get to know each other."

Peter shook her hand. "Yeah, I know who you are. Gwen Stacy, you're on the student council, in the school debate team, and you're dad is the police captain, right?"

"Jeez, stalker much?" Gwen giggled.

"Oh... No, it's just... Word travels fast here." Peter defended.

"I know a bit about you too, Peter." Gwen told him.

"Oh really?"

"Really."

"Like what?"

"Like you were apart of the journalism club last year but quit for reasons unknown." She said. "You took a picture of the debate team for the school yearbook last year."

"That I did." Peter answered.

"That you did." Peter and Gwen connected glances and Gwen was the first to break it. "Um..." She reached into her bag and grabbed a peice of paper along with a pen. "This is my number." She wrote it down on the paper and gave it to Peter. "Call me." She shook her head. "Call me in case you wanted to talk about the paper. We have to write. Together."

Peter looked at the number and nodded. "Yeah sure. I'll call you. For the paper."

"Yeah." She began to walk the opposite direction. "For the paper." She began to walk away. "See you around Peter."

"Bye..." He cleared his throat to speak up. "Bye Gwen."

**-Parker House-**

Peter opened the door to his home and shoved his key into his pocket. He held the mail in one hand and went through the envelopes, looking for anything that may be for him. He looked up to see his aunt, May Parker cooking in the kitchen. She noticed him. "Hey Peter."

"Hey." He dropped his backpack next to the door and put the mail on the coffee table next to the door.

"Dont leave that bag in here." She told him.

"I'll get it on my way up." The boy opened the refrigerator door and looked inside. "Is there anything to eat?"

"Do you not see me slaving over a hot stove to make you and the rest of this family food?" Aunt May said with sarcasm in her voice.

"What are you making?" Peter asked. "Smells good."

"Spaghetti and meat balls. She responded. "Your favorite. It'll be ready in a few minutes."

"Cool." Peter grabbed a soda from the fridge and popped it open.

"So..." May looked up at Peter as she chopped her ingredients. "How was school?"

"Pretty good." Peter reported. "I might be getting a job. Well... An intern job but still."

"That's great. About time you got an exracirricular to do. I've been trying to get you into them since you got in school."

"Well extracirriculars kinda revolve around me being... I don't know... Social?"

The two laughed but it was interrupted by the sound of something falling down the stairs. "Damn it!"

"Ben Parker!" May called. "Watch your mouth!" She ordered.

Peter laughed. "My virgin ears." He playfully covered his ears. "Desecrated!"

May softly slapped his shoulder. "Can you make sure he doesn't break a hip?" She asked boy.

He rounded the corner towards the stairs and stopped when he saw a bunch of trophies on the ground along with a box. He looked up to see Uncle Ben at the top of the stairs with another box. "You... Uh... Need help Uncle Ben?"

"Yeah, can you put those trophies back in the box?" The older man asked.

Peter nodded before grabbing the trophies and placing them in the box. He took a moment to look at one of them. "What are these from?"

"Oh." Uncle Ben smiled. "My old bowling days."

Peter looked at his uncle in disbelief. "You used to bowl?"

"Yeah! You didn't think all those strikes I used to get at your birthday parties came from dumb luck did you?" The two chuckled. Peter had almost everything in the box but noticed a picture laying on one of the steps. He examined it and saw what appeared to be his parents, his aunt and uncle, a few other familar faces, and two men he didn't know at a barbecue. "What you got there Pete?" Uncle Ben asked him.

"This." Peter handed him the picture.

Ben grabbed his reading glasses from his pocket and put them on. "Ah. I remember that day."

"Who are those other guys in the picture?" Peter asked.

Uncle Ben took another look. "I can't remember. I know they were friends of your dad or something like that. But I can't remember their names." He handed the picture back to Peter. "You can keep it if you want."

Peter took it and put it in his pocket. He felt the internship paper also in there. "Oh!" He pulled it out and gave it to his uncle. "I need you to sign that."

"What is it?" Uncle Ben asked.

"An internship for Oscorp."

"No..." Uncle Ben gave the paper back to Peter. "This is some girl named Gwen Stacy's phone number." He smiled.

Peter snatched it back. "Wrong paper." He grabbed the internship paper and gave it to him. "That's the internship."

"So you want to get a job?"

"My teacher suggested it." He told him. "But it's an internship so I doubt I'll get paid for it."

Unlce Ben grabbed a pen from his shirt pocket and signed the bottom of the paper before handing it back to Peter. "Still," He grabbed the box. "It'll help you get ready for the real world after you graduate."

"I'm a sophomore, Uncle Ben." Peter smiled. "I'm not ready to get a taste of the real world."

"You will be. Help me carry these to the basement."

Peter grabbed the box and followed his uncle.

. . . . .

An hour later, Peter was sitting in his room on the computer with a plate of spaghetti in his hands. He enjoyed a video on youtube until his phone rang. He answered it.

"Hello?"

"Yo, Pete." Harry Osborn's voice came in.

"Oh, hey Harry. What's up?"

"Got bored. Decided to see what my best pal was up to."

"Eating." Peter responded. "Spaghetti."

"What? Why didn't you invite me? You know I love your aunt's spaghetti!"

"I just didn't want you eating all of our food like you do everytime you come over."

Harry laughed. "Whatever. Hey, what did Mr. Warren want after class?" He asked. Peter took the next few moments to explain the internship to Harry. "Woah. You know, I could have gotten you an actual paying job at Oscorp. My dad is the boss over there."

"I didn't even want the job." Peter told him.

"Then why are you considering it?" Harry thought for a second before laughing. "Wait, wait. Don't tell me you cracked under pressure from the Stacy girl."

"Gwen. Her names Gwen." Peter corrected.

"Oh man! You're getting a no paying job to impress a girl? Dude, that's pretty awesome." Harry admitted. "She is pretty hot too. I don't blame you."

"She gave me her number." Peter added.

"What? Then why are you talking to me?" Harry asked. "Why aren't you talking to her?"

"Because... I don't know."

"Okay, I'm gonna hang up and I expect you to call Gwen and chat it up."

"Whatever." Peter chuckled as Harry hung up the phone. He sighed before taking the paper containing Gwen's number from his pocket. He dialed it into his phone and hesitated before calling. After a few rings he heard someone answer the phone.

"Hello?" A masculine voice answered.

The voice took Peter by surprise. "Uh... I think I got the wrong number."

"Hold up a second, mister...?"

"Uh... Parker."

"Mr. Parker." There was a pause. "Gwen! There's a boy on the phone for you!"

"Dad!" Peter heard Gwen say in the distance.

"What? You left it here and I answered."

"That is a total invasion of my privacy. Just letting you know."

"What privcy?" The man laughed.

"Mom," Gwen called. "Please, talk to him." There was a rustle. "Okay, hello?"

Peter giggled. "What was that about?"

"Peter?" Gwen guessed. "Sorry, my dad. The police captain. A little over protective."

"Yeah, I woudn't know anything about that." Peter leaned back in his chair

"So what's up?"

"I... Nothing. Just got bored and... Felt like talking." He told her.

"You got bored and thought the best source of entertainment would be the most goody two shoes girl in all of Midtown High?"

Peter laughed. "I didn't mean it... Like that. I just... You know."

Gwen giggled. "No, no I don't know."

"Well you said we should get to know each other, right? So lets do that."

"Okay. That sounds nice."

An hour after talking about school and their similar interests, Aunt May opened the door to Peter's room. "You finished with your spaghetti?" She asked.

Peter put his finger in front of his lips, signaling her to lower her voice and handed her his plate. "No way, you're friends with Liz Allen?"

Aunt May smiled when she realized he was on the phone with a girl. "Are you talking to a girl? Is she pretty?"

"Aunt May!" Peter smiled as he stood from his chair and moved to his bed. "Could you... Please... You know..."

"Okay, okay, fine." She moved to the door and smiled as she closed. "I'll take that as a yes." Peter heard her say as she left.

"Sorry about that." Peter said.

"It's fine." Gwen paused. "So you live with your aunt and uncle?"

"Yeah."

"Where are your parents?" She asked. "If you don't mind my asking."

"No, no. It's fine." Peter assured. "Um. From what my aunt and uncle told me they died in a car accident when I was a baby."

"Oh, I'm sorry. It must be rough."

"Well.. I hate to sound cold hearted but, it's hard to miss someone who you never really knew."

"Yeesh. That is a little harsh. But I guess it's understandable."

"My aunt and uncle basically are my parents. They raised me."

"Do you know anything about them? Your parents, I mean."

"Not really." Peter scratched his head. "Well. I know my dad was some sort of scientist."

"That explains how crazy smart you are." Gwen said.

"I'm smart? Nah, you make me look average." Peter chuckled. "I'm not going to lie, I sat behind you in 7th grade and copied off of you in Mrs. Havard's english class."

Gwen laughed. "I did the same to you in geometry that year. And might I say, the back of your head is amazingly cute."

Peter laughed with her. "The back of yours isn't bad either."

Gwen smiled. "So uh... Have you ever googled your parents?" She asked him.

"Nice way to change the subject. But no, I never wanted to."

"Afraid they're from the mafia?"

"Something like that." Peter moved back to his chair at his computer and launched his internet browser. He went to google and began to type in Richard and Mary Parker. "You have to remember, my parents weren't police officers like your dad so I might not get anything interesting."

"You'll never know until you try."

Peter hit the search button and the results page appeared. He began to read and his smile turned into a frown. The first result read: _"Noted scientist, Richard Parker, commits suicide in his home." _He clicked the link and was brought to the Daily Bugle web page.

"Peter? You there?" Gwen called.

"Yeah, one second." He skimmed through the article.

"Did you find something?"

Peter kept reading. He then read a sentence that seemed to strike him harder. _"Parker also leaves behind pregnant wife, Mary Parker, who died shortly after giving birth to their unnamed son." _Peter filled with rage and closed the page. He bit his buttom lip.

"Peter?"

"Gwen, I gotta call you back or I'll just see you tomorrow okay?"

"Um. Sure. Have a good night."

"Yeah, you too." Peter closed the call and put his phone down on his desk before going downstairs towards the kitchen. He saw his aunt and uncle sitting there eating spaghetti and laughing.

"Hey, kiddo." Uncle Ben greeted him.

Peter looked at the two of them silently.

"You okay Peter?"

"You look spooked son." Uncle Ben added.

"Can you tell me what happened to my parents?" Peter asked them.

Ben and May exchanged worried glances. "They uh... They died in a car accident a little while after you were born." Uncle Ben told him.

"Why?" Aunt May asked.

"Well there must be another Richard and Mary Parker who lived around here because I just saw an article from the Daily Bugle that my father killed himself before my mom died giving birth to me." Peter's face was cold and nearly emotionless. "You want to explain?"

Ben sighed before standing up. He moved towards Peter. "Listen, sit down son and we can tell you what happened."

A tear rolled down Peter's eye. "I don't want to sit down, just tell me the truth."

The older man shook his head. "Peter, I wish I could."

"You wish?" Peter began to grow more and more emotional and angry. "You wish you could tell me the truth? You've been lying to me for years and now that I actually want to know what happened, you can't tell me?"

"Peter calm down." Aunt May said.

"I don't want to calm down, I just want someone to give me some answers!"

"Hey!" Uncle Ben frowned. "Don't talk to her like that!"

"I just want to know what happened to them. Why can't you tell me truth?"

By now all three of them were talking all at once to where their indivisual words weren't even audible.

"Alright, alright!" Ben rose his voice. "You want to know what happened to them? So do I!" Everyone was silent for a moment. "I have no idea how your father died and I wish I did. I never wanted to lie to you Peter."

"So what? Did you just put a bunch of suggestions from a hat and pull 'car wreck' out?" Peter shouted.

"What do you want from me kiddo? The truth? You want the truth?"

"That would be nice, yeah."

"Okay, here's the truth: Your father-my brother-is dead, God rest his soul. I don't know why, but he is. Your mother died giving birth to you and we took you in." He shrugged. "That's all I got for ya, kiddo."

Peter wiped tears from his eyes and looked to his aunt and uncle. "Why didn't you just tell me that?"

"You think we wanted to tell a four year old asking where his parents are all of that? I'm sorry we didn't tell you sooner, we just..."

"Didn't know how to." Aunt May finished.

"Well. Now you know."

Peter looked at the two before shaking his head and walking towards his room.

"Where are you going?" Uncle Ben asked.

"Bed." Peter reached his room and slammed the door a little harder than he meant to.

May hugged Ben. "He'll snap out of it eventually May."

. . . . .

After Peter got out of the shower he dressed in shorts and a t-shirt and closed the door to his room. He felt bad for yelling at his uncle and aunt like that but he felt it may have been a little too late to apologize. He sat at his computer and reopened the search for Richard and Mary Parker. This time he selected images and came to a few images of the couple. He clicked on one that showed the two of them happily standing side by side. Peter took a few moments to admire them before noticing the source: The Oscorp employee public database.

"My dad worked at Oscorp?" He said, astonished. The teenager clicked the link to the site and was brought to the Oscorp website where an article detailed how most of Richard's work was classified. However, it showed him and three other men in a picture together, all standing in some sort of lab and wearing lab coats. The caption at the bottom read: "Edward Brock Sr., Norman Osborn, Richard Parker, and Curtis Conners." Peter instantly recognized Norman Osborn but the other two he did not but they did look vaguely familiar. His head snapped around to his jacket which he laid across his bed. He grabbed it and grasped the picture of the barbecue he found earlier. Peter took a moment to analyze the faces of the two unknown men in the photo and then back to Edward Brock and Curtis Conners. Those two men were the same from the picture!

Several things clicked in Peter's mind. If he could find the men in the photo, they may be able to give him real answers about his father. If they still worked at Oscorp he could find them either tomorrow or when he was accepted into the internship... Or... If he was accepted.

After a few more minutes, Peter shut down his laptop and went to bed with too much on his mind.

. . . . .

Peter woke up early the next morning, hoping that he would be out the door before Uncle Ben woke up, that way he would be able to formulate a proper apology after school. He dressed, brushed his teeth, ect before grabbing his jacket, glasses, and backpack. He made his way down the stairs before stopping dead in his tracks.

"Hey." Uncle Ben said from the couch, drinking a cup of coffee.

Peter felt his heart drop. "Hey. How long you been up?"

"Ah. Not long." Ben answered. "You in a hurry?"

"Uh. Not really."

"Oh. 'Cause I could drive you if you were."

"No, I'm fine." Peter was about to walk out the door but turned back to his uncle. "Look, Uncle Ben, I'm really sorry. I mean, words cannot describe how bad I feel about last night. I had no right to talk to you like that. Or Aunt May."

"It's fine. Part of the blame goes to your aunt and I. We should have told you the truth from the beginning about your parents. I know how stressful it can be. Being a teenager. I was one of those too. I know things aren't exactly easy for you but if you ever need anything, someone to talk to, someone to confide in, I'm here for you Peter."

Peter smiled. "Thanks." He opened the door and made his way to school.

. . . . .

Peter walked to school which was no long distance. It took him about fifteen minutes to get to school from home and vice versa. He enjoyed the walk. It gave him time to think. But today, his thinking patterns were cut short when he noticed a certain jock and friends messing with a kid Peter recognized from his school.

"C'mon Cameron." Flash Thompson laughed as he and his friends threw the kids backpack to each other over his head, taunting him the whole time. "Come get your backpack. Come on, you can get it." He laughed.

Flash's friends laughed, especially Kenny, the biggest-also dimbest-football player Midtown High has ever seen. Adding to his nickname: Kong. "Oh! So close!"

Peter grit his teeth and began to make his way towards them. He was not particularly fond of Thompson. In fact, Peter avoided him as much as possible all year due to Flash constantly bullying the teenager. It hasn't been so bad lately but it still happened and when Peter wans't around it happened to other kids.

"Hey Flash!" Peter called.

The jock turned around to the teenager and slung the backpack over his shoulder. "What do you want Parker?"

Peter was really wishing he had thought twice before walking over here. "Uh... I was going to ask that you leave that kid alone."

Flash and the rest of his group laughed. "Or what? You'll get your uncle to come talk to the principal again?"

"Look, just leave him alone man."

"I don't think so Parker." Thompson pushed Peter back before readying to throw the bag towards Kong. But Peter grabbed one of the bag's straps and pulled it away from Flash before giving it back to Cameron who ran down the street.

Flash clenched his fist. "What the hell Parker. Do you want to go back to being beat up again?"

"Not really, no." Peter answered, backing away.

"That's too bad." Flash cracked his knuckes.

. . . . .

Gwen Stacy had just gotten to school. Her mom always gave her a ride on her way to work. Gwen would usually go to the library and hang out with a few of her friends there until the bell would ring but today she wanted to find Peter and talk about the paper the two of them are supposed to write.

She found him at his locker but the door was blocking his face and he seemed to have his hood up. She approached him and smiled. "Hey Peter. So I have a possible thing we can write our paper on and I think you might love it."

"Sounds good." Peter responded simply.

"Well, Oscorp has the world's largest and most efficient microscope on the planet and maybe we could-." She trailed off as she noticed Peter's head was still hiding behind the locker door. "Are you alright?"

"Peachy." He answered.

Gwen moved the locker door to see Peter had a large vertical cut on his bottom lip and a peice pf toilet paper in his nose.

Gwen gasped. "Peter... What happened?"

"You know what's funny? He did all of this in one punch."

Gwen frowned. "We're taking you to the nurses office." She started to pull him but he resisted.

"No, no, no. I'm fine. This isn't the first time I've came to school like this."

"Peter, you might have a concussion."

"If I go to the nurse I won't go to the Oscorp field trip."

"So?"

"I have to go on that trip, Gwen."

"Why is it so important all of a sudden?"

Peter could have told her the truth but decided to say this instead: "I really love science."

Gwen was about to protest further. "Fine. But we have to fix you up." She reached into her bag and grabbed her make up kit.

"No way am I putting that on." Peter said.

"It's either this or someone notices the way you look and you won't be going." She opened the case and grabbed a brush. "Hold still." After a few moments, she was finished. Gwen grabbed a mirror and showed Peter. "What do you thnk?"

"The cuts are gone but..." He examined closer. "Is the make up noticable?"

At that moment, Harry Osborn came around the corner. "Hey Pete." He looked at the boy's face. "Dude... Are you wearing make up?"

Peter threw his arms in the air. "I think I'll take my chances." He told Gwen as he rubbed the make up off with his shirt.

Harry noticed the girl. "Oh, you're Gwen Stacy."

"And you're Harry Osborn."

"The one and only." He smiled. "Let me guess Pete, you came into conflict with Thompson and his cronies." He guessed.

"Bingo." Peter said, finishing rubbing away the make up.

"I'm telling you, if we can make our own gang of losers we could so take them." He suggested. "You're girlfriend can join us too."

"Okay, one, she's not my girlfriend. Two, she's not a loser." Peter said.

"Aw." Gwen smiled. "Thank you. A gentleman and a scholar." The bell rung. "I'll see you later Peter. Nice to meet you Harry." Gwen said as she left down the hall.

Peter waved her off, a smile on his face.

Harry laughed. "You totally have a thing for her." Peter gave him a look that Harry could tell trnaslated to: Shut up before I slap you. "Dude, I won't say anything but prepare to have the best wingman possible."

. . . . .

After making his way through four classes of the day, it was time for Miles Warren's classes to leave for the field trip to Oscorp Tower. As instructed for every student attending the field trip, Peter left his fourth period class early and walked to the lunch room and from there the kids will be loaded onto buses. Peter met with Harry on their way to the cafeteria. The two boys came to the room and saw over seventy students all waiting for the bus.

Harry nudged Peter. "Dude, there's your girlfriend. "He pointed to Gwen who was talking with Liz Allen and a few other girls he had seen before. "Go over there and talk to her."

"Shut up."

The buses arrived and the teens were loaded on. Peter took one of the first seats next to the window and Harry sat next to him. Peter spotted Gwen and another girl sit across from them. Gwen waved at Peter and he smiled at her. But Flash Thompson and his friends walked down the isle. Along the way, he slapped the back of both Harry's and Peter's heads before laughing with his friends.

"Nice one Flash!" Harry called. Peter nudged him. "What?"

The ride to the Oscorp Tower was full of chatter, douchebaggery (from the back of the bus where Flash Thompson and his friends sat,) and much awkward but intended eye contact between Peter Parker and Gwen Stacy. Also, Peter had told Harry about what he found out about his parents and his argument with his aunt and uncle to which Harry responded: "If you wanted someone to talk to you about family dysfunction, you chose the right guy." The whole while, Miles Warren sat at the front of the bus, taking notes.

The three buses stopped in front of the Oscorp Tower where a man in a lab coat stood, waiting for them. The teenagers stepped off of the bus and they all stood in a large crowd as the man waited for their attention. When they settled down, the man began talking.

"Hello all of you eager young mind. I am Doctor Otto Octavius, one of the head project leads at Oscorp. I am not going to be your tour guide for this evening but I was asked by the man who pays me to properly welcome you to this fine work place. And... Well, how could I refuse?" There were chuckles in the crowd.

Peter nudged Harry. "Do you know who that is?"

"He just said his name, dude."

"He's one of my idols."

"Mr. Parker." Miles Warren called. "Do you mind giving Dr. Octavius here your undivided attention?

"Sorry sir." Peter apologized. He heard a few people snicker.

"Peter Parker?" Otto asked Miles. "I've heard many great things about you."

"Peter is one of the intern canidates." Warren told Otto.

"Lets see if he deserves it." Otto smiled as he turned back to Peter. "Mr. Parker, I am going to ask you a few simple chemistry questions. Are you ready?" Peter nodded as he straightened his glasses. "Okay, off the top of my head here... Ah, which chemical causes Minimata disease?"

"Uh... Mercury?" Peter responded.

"Is that an answer or a question, Mr. Parker?"

"Answer."

"Good, that's correct. Now, which substance used as catalyst in the preparation of oxygen from potassium chlorate?" He asked.

Peter took a few seconds to think. "Manganese dioxide." He answered, this time more sure of himself.

"That's also correct." Otto thought for a moment. "Have you read any of my theory papers?" He asked.

"All of them, sir." Peter responded.

Flash snickered again. "Nerd." Many people in the crowd chuckled.

"It's alright Mr. Parker. The meek shall inherit the earth, am I right?" Otto smiled at Peter. "So I take it you've read my papers on the fusion based energy source?"

"Yes sir."

"Okay, here is your last question: What is the fuel to the machine I am using in my expirements?"

"Tritium." Peter answered instantly.

Otto looked at Peter, obviously impressed. He looked to Miles. "You have a bright one here. Good job Mr. Parker." He turned to the doors of Oscorp. "Now," The scientist cleared his throat. "If you will pass through these doors, you'll find your tour guide. Have a wonderful time at Oscorp."

The children began to walk through the doors. "Dude," Harry started. "You just got quizzed by your role model. How do you feel?"

Peter smiled. "I can't feel my legs."

Warren was about to pass by Otto but he grabbed his arm. "Peter Parker," Otto started. "That wouldn't happen to be the son of-?"

"The very same."

"No wonder he's a genius."

The teenagers entered the massively impressive building. Most of them looked around in wonderment and shock as multiple scientists walked past and around them. The inside of the building was just as amazing as its outside.

"Eh. I see it all the time." Harry folded his arms.

A woman wearing a lab coat stood in front of a desk, her hands properly behind her back. "Yes it is wonderful, isn't it? Never gets old walking in here. I am Dr. Chan and I will be your tour guide. I will show you all through various levels of the tower. Not all of them, but some." She explained. "There are rules. Do not wander from your assigned group, do not touch anything you are not instructed to touch and do not bother any of the scientists working unless they talk to you first. If you follow those instructions you should have a great time here at Oscorp."

Gwen tapped Peter's shoulder. "Did you crap your pants earlier?" She whispered.

"I'll tell you when change my diaper." He joked.

"Gwen, Peter." The two turned to see Mr. Warren standing a bit away from the group. He motioned for them to come over to where he was. The two teenagers left the group and walked towards their mentor. "You two will be taking an alternative tour."

"Just the two of us?" Gwen asked. She looked over to Peter who glanced back at her.

Warren narrowed his eyes. "Yes, the two of you."

"Cool." Peter smiled.

"Go up that elevator and go to level twenty. There you will find your tour guide." Warren instructed. "Take these." He handed them two badges. "They're your passes."

Peter and Gwen walked towards the elevator marked: Employees Only. Peter pressed the button before looking at Gwen and smiling. Gwen returned his gaze. The elevator doors opened and the two moved in. Again, Peter pressed the button to get to the 40th level of the tower. The elevator began to move upwards. The two were silent for a moment until Gwen spoke up.

"You know they say beyond level thirty-five are the labs under lock and key?" She paused. "And we're going to level fourty. I feel pretty important." She giggled.

"Yeah." He smiled, admiring her.

"My face is up here Peter." Gwen said playfully.

"Dont worry, I'll get to admiring that in a second." This caused Gwen to laugh, blushing. Peter looked down to his feet. "Woah. I've never said anything like that before." He laughed.

"Well don't stop now." The two laughed again. "You know, to be honest, I had a huge crush on you back in middle school."

"Seriously?"

"Yeah. I was really in to the nerdy and shy type back then." She giggled.

"I'm not sure if I should be flattered or offended." Peter smiled. "I always... Kinda liked you." He told her. "From the time I saw you in the fourth grade school play."

"I remember that." Gwen smiled. "I was Rapunzel and you were the tree, right?"

"I was Tree #4." Peter added.

"Tree #4, oh excuse me Mr. Fame and Fortune." She joked with him.

Peter looked at the level monitor. They were only on level ten. "Geez. Can this elevator go any slower?"

"I like it. You and me. Gives us time to talk."

Peter looked at her, a dorky smile plastered on his face. "Are you coming on to me?"

"Are you?"

"Maybe."

"I like it."

"Yeah, me too."

The elevator doors opened on level thirteen and a man wearing a suit stepped inside. He stood in between the two. Dead silence took over the elevator but Peter reached behind the man's back and tapped Gwen's hand which rested on a metal rail. The two locked eyes and smiled awkwardly at each other until they came to level seventeen and the man in front of them left.

"I hate to ask this but..." Gwen looked down at her feet. "What does this make us?"

Peter shrugged. "I don't know. I've never had a girlfriend before."

"Really?"

"Really."

"So what do you say to... Pizza?" Gwen asked. "Tonight?"

"Like a date?"

"Well... Yeah. If you want to think about it like that." Gwen brushed her hair from her face.

"Sure, sounds great."

"Okay."

They finally reached level twnety and the elevator doors slid open. There were multiple lab stations and scientists around the level as they all clattered around.

"I have to admit." Peter looked around. "This is pretty impressive."

"Right?"

Peter looked around. "Which one do you think is our guide?"

"Um... I don't know..."

"That'd be me." The two turned to see a man around thirty years old standing behind them wearing a lab coat as well. "My name is Alistair Smythe."

Peter shook his hand. "I'm Peter-."

"Parker." Alistair finished. "And you're Gwen Stacy. Pleasure to meet you two."

"How did you-?"

"Name tags." He smiled. "Alright so we're going to kick this tour off right with some-."

"Dr. Smythe!" A woman ran towards him. "Sir, I hate to bother you right now but Mr. Osborn is requesting your presence." She reported.

"What could he want now? I'm busy." He motioned to the two teens.

"Is everything alright?" Gwen asked.

"I hope so." Alistair thought for a second. "Gwen and Peter... Stay right here, I'll be back shortly." He and the woman left towards the stairs.

The two waited around for a bit near the elevator. No one seemed to notice them actually being there and passed by them as if they were ghosts.

Peter had his headphones on while Gwen took notes over what she saw and a few things the scientists were working on. "Oh my God." She nudged Peter. "That's the super electron microscope." She pointed towards a group of scientists moving the device to another room.

"Come on then." Peter began to move towards the room.

"Peter, Smythe told us to stay here." Gwen told him.

"Don't worry, we'll be fine."

"Fine, you go get in trouble, I'll stay here." She smiled.

"Like the good little two shoes?" Peter smiled back.

"Yes, like the good two shoes."

Peter shoved his hands into his jacket pockets and cautiously mad his way to the other room. He opened the door and saw a long narrow hallway. On one side of the wall read: "Level 40." The other side was a window showing many scientists working on various projects. He walked along and opened the door leading into another hallway, only this one had two seperate ways.

"Crap." He muttered. "Uh..." Peter shut his eyes and pointed forward before spinning around and stopping. Because he was pointing left, he decided to go left, not knowing that the scientists taking the electron microscope went right.

After wandering through hallways and guessing which ways he should go, Peter came to one conclusion: "I'm lost." He said, standing in a corridor. He heard voices coming from one hall and immediately began to find a place to hide. He tried several of the doors around him but they all required a certain pass key. But he found one that was already unlocked and hid inside that room.

Peter waited for the voices to pass and breathed a sigh of relief. He looked around the room he was in and noted several open cages in the lab. It looked as if someone was moving things out of it because it was almost empty. There was a wall of glass containers and Peter moved closer to them. He looked through all of them and found them all empty. But he did see they all had some sort of webs inside. They had all once contained spiders.

After snooping around for a few seconds, Peter's cell phone rang. He grabbed it from his pocket. Gwen. "Hello?"

"Hey, Peter... Um. When are you coming back from the restroom?" She asked. "Me and Dr. Smythe are waiting for you."

"Restroom?" It didn't take long for Peter to realize she had covered for him by telling Smythe that he went to the restroom. "Oh! Right, right. Restroom. Yeah, I'm just leaving. I'll be there in a sec." He hung up and was about to leave when he dropped his phone on the floor. It slid under one of the lab stations. "Crap!" Peter kneeled down and put his hand underneath the table to get it. He cluelessly felt around on the dusty ground to find the phone. "Jeez, does Oscorp ever clean up around here?"

Unknowingly to Peter, there was something underneath the lab station. Something that crawled off of its web and towards the teenagers hand as he still felt around for his phone. The spider climbed on top of Peter's hand just as Peter grabbed his phone. "There you are." As Peter pulled his hand from under the lab station, the spider bit him! The shock was enough to make Peter draw back in a brief state of pain and quickly move away from the lab station.

He looked at the back of his and to see a large bite mark there. It seemed to be pulsating. He grit his teeth before seeing the spider crawl back to its home underneath the station. Peter grabbed his phone from off of the floor and stood up, looking at the bite. He began to calm himself down. "It's just a spider bite. What's the worst that could happen?"


	3. Revelation

The Amazing Spider-Man  
Chapter 3: Revelation

Peter made his way through the massive maze of corridors and locked doors. As he walked however, the weirder he began to feel. His eyelids became heavier, he started to sweat, and he felt at any minute he could throw up his breakfast. Every step he took made him feel worse. Peter could barely see straight and he didn't even feel like thinking why he suddenly felt this way.

Eventually, he arrived at the core lab of Level 40 and saw Gwen and Smythe waiting for him. He slowly trudged on towards them.

"Ah." Smythe smiled. "Mr. Parker, how nice of you to show up. I was just about ready to have the search team come look for you." He and Gwen laughed. Smythe frowned when he noticed how bad Peter looked. "Peter are you okay?" He asked.

Peter had a blank look in his eyes for a while before looking at the older man intensely for a few seconds before snapping himself out of his gaze. "Huh?"

"Peter you don't look good." Gwen put her hand on his forehead she quickly pulled it back. "You're burning up."

Smythe pulled out a pocket flashlight from his labcoat and flashed it into Peter's eye. "Your pupils are dilating. Do you need to go lie down?"

Peter swatted away the light. "I'm fine." He coughed. "C'mon lets get on with this tour." He took one step forward but felt his entire body shut down as he did so. Peter tilted backwards and blacked out just before he hit the floor.

. . . . . .

Mechanical beeping filled Peter's ears. Upon coming to, he felt an aching sensation take over every nerve in his body. He winced as he tried to sit up from his extremely comfortable pillow. He knew for a fact that he was in a hospital. The teen began to take account of everything. Arms? Still there. Legs? Attached. Head? Well duh. He opened his eyes and quickly closed them due to the barrage of lights that met them. He slowly opened them again and his eyes adjusted to the brightness but his vision was a bit blurry, seeing as he didn't have on his glasses. Peter lifted himself upwards and looked around the room. It was a standard hospital room with all the technology resting around the walls. He looked through the window where he could see the hospital wing. Outside, he saw his aunt and uncle talking to a doctor right next to his door.

Peter tried to call out to them but coughed at first. His throat was completely dry. He began to wonder how long he was asleep. "Aunt May..." He managed to say.

The older woman quickly spun her head around, a worried expression riddling her face. But that worry shifted to joy as she ran towards her nephew, followed by Uncle Ben and the doctor. May wrapped her arms around the boy's neck and squeezed tight.

"Oh thank God you're okay!" Aunt May said as she embraced the boy.

Peter groaned. "Aunt May... Still really sore."

She let go of him and sat on the edge of his bed. "Sorry."

"How are you feeling?" Ben asked the boy.

"Pretty... Good, actually." Peter responded. "How long was I asleep?"

"Almost twenty-four hours." The doctor told him. He grabbed the clipboard at the end of the bed that displayed Peter's health. He examined it. "How were you feeling before you blacked out?"

Peter shrugged. "Like... Very sick."

"Do you have any idea why you felt sick?"

Peter thought for a while. "No sir. I don't."

"Do you still feel sick?"

"No I don't."

The doctor looked into Peter's eyes for a while. "The reason I ask Mr. Parker is because when you came in you had a fever over 126 degrees."

"And that's bad?"

"Extremely. I'd say you're lucky to be alive." He looked to the two adults. "I'll leave you alone for a while." The doctor left the room.

There was a moment of silence before Aunt May put her hand on Peter's shoulder. "Peter, are you sure you're alright."

"Yeah, Aunt May, I'm fine."

"Peter, no one sleeps for an entire day in a hospital bed and wakes up just 'fine.'" Uncle Ben said.

"Guys, I know it's weird but I really am okay. In fact, I feel a little bit better than just fine."

May and Ben exchanged worried glances. "If you say so Peter." May put her hand on Peter's. "We're just glad you're okay." She gave a heart warming smile.

"You're not on the drugs, are you?" Uncle Ben asked.

May slapped his arm. "Ben Parker! Peter wouldn't do that."

"Course not." Peter smiled.

Aunt May looked down at Peter's hand to see a dark mark on the roof of his hand. "She frowned. "Peter, what is this?" She asked, pointing to his hand.

Peter looked at it and then remembered. "Oh, it was just a..." Peter trailed off as he looked at the mark and then remembered when the spider back at Oscorp bit him. "Spider bite..."

. . . . .

After Peter was admitted healthy enough to leave the hospital, the family went home. Aunt May and Uncle Ben went to work but left Peter home alone with several emergency contacts to call in case anything happened. Peter had changed into regular clothes, seeing as how he wasn't going to school today. Instead, he played videogames for a while before getting bored with that and messing around on his computer. He glanced over to his hand and noted the spider bite. "Weird." He said as he searched _"deadly spider bites" _on his computer. Tons of images appeared but none of them resembled the mark he had on his hand. He then searched for_ "deadly spiders"_, then _"spiders that cause high fever"_, and _"rare spiders" _but none of the image results looked like the one spider he had seen.

"What the hell?" Peter rose an eyebrow. He then went to the Oscorp website searched _"arachnid testing." _No results. He leaned back in his chair and thought long and hard about what actually happened to him. This process continued for a few minutes before the teenager's stomach roared. He was extremely hungry.

. . .

The Osborn family sat a their very large table in their dining room, eating their dinner at 6:00 PM like they did every day. And like every other day, their was dead silence, save for the occasional clanking of spoons or forks against plates. Norman Osborn cut a peice of his steak before sticking a fork into it and eating. Watching him was his son, Harry. Harry then looked down at his food which he hadn't touched since getting it and then he glanced to his mother, sitting at the very end of the table, merley existing.

"You should eat." Norman told Harry. "Don't want to waste the food."

"I'm not really hungry." Harry said.

"Why not?"

"Well... It's my friend at school. Peter Par-."

"Mr. Osborn." A man stepped into the dining room. "Sorry to interrupt sir."

"You're not interrupting anything Rodrick." Norman said as he wiped his mouth with his napkin. Harry sorrowfully looked down at the table. "Now, what is it?"

"The boy who was sent to the hospital from Oscorp, he seems to have made a full recovery." Anthony told the man.

"There's nothing that is related to Oscorp in his system?"

"No sir."

"Then what was the cause?"

"Apparently the boy was just... Sick."

"Wait." Harry said aloud. "Peter? He's alright? Oh man! That's great!"

"Harry!" Norman looked at his son, frowning. "Can't you see two grown men are talking? Learn to show respect son or you'll never get it yourself." Norman berated him.

It was silent before Harry stood up and tossed his napkin on the table. He shoved his pockets in his hands and left the room without a word. Emily Osborn stood up and left too, not even bothering to look Norman in the eye as she did so.

. . . . .

Peter had just finished eating a various array of food, from frozen pizza, to fruit snacks, to Aunt May's meatloaf. He didn't even like Aunt May's meatloaf. He guessed because he didn't eat anything while he was in the hospital he was just really hungry but even then it was really strange. Peter grabbed one of the wrappers on the kitchen table and dropped it in the trash before walking to the sink to wash his hands. As he turned on the water, he noticed the wrapper he had just thrown away stuck to his fingers.

Peter looked at it strangely before pulling it off. He walked back to the trash can and dropped it inside. Peter looked closely at his hand before washing them, assuming that he had some sticky residue on his fingers.

He climbed the stairs back to his room but there was suddenly a sharp buzz in his head that stopped him dead in his tracks. It was an odd feeling that took him by surprise and... Alerted him. Peter looked down at the ground to see a tac sitting upright where he would have stepped. Peter kneeled down and picked it up. "How did I know...?" There was another buzz and Peter's head snapped to his desk and in a moment his hands were over his cell phone. In a few seconds, it rang. Astounded at himself, Peter answered the phone. "Hello?"

"Hey Pete." Uncle Ben said. "How are you feeling kiddo?"

"Uh... Okay...?" Peter responded.

"That's good. You think you can do me a favor?"

"Sure. What's up?"

"You mind going down to the store and picking up some eggs for your aunt? I left some money on the counter for you."

"Sure Uncle Ben."

"Thanks Pete."

"I need to get out the house anyways."

In a few minutes, Peter was dressed in his casual clothing. T-shirt, hoodie, jeans, glasses, and sneakers. As he walked to the convinient store not too far away from his home, he thought about the odd things happening to him. The sticky fingers, the odd buzzing, and the random food cravings. And he knew it had to be connected to the spider that bit him. But how could some random spider bite be the cause of these weird occurances? There's no way. Well then again, it was at Oscorp for a reason. Maybe there was some animal testing that had to do with it? Or maybe it was just a coincidence? Too many questions for Peter to even begin to answer. He needed to know for sure. How he would get these answers... Remains to be seen.

However, Peter's train of thought was interrupted as he crossed the street. The buzz rang in his head again and that's when he heard the horn. He turned to the right to see a large truck heading in his direction! Peter's heart raced and it seemed his body reacted way faster than he could have thought. Peter sprung into the air but much higher than he wanted and before he knew it, he dropped down on the top of a small building overlooking the street he was just on! The truck swerved from left to right until the driver regained the controls and continued to drive onwards. Apparently the few people on the streets had not seen him jump and only saw the truck.

Peter stared at the ground in total shock. "How did I...? When did...? Did that really just...? How could I...?" He stuttered around before dropping to the ground. He clenched his fists. "What the hell am I!?" He yelled into the air. Peter took a few minutes to regain himself before sitting down on the rooftop. "Okay," He began to talk to himself. "Lets just... Assume for a second that the spider that bit me was... I don't know... super powered maybe? And it bitting me gave me some crazy super spider powers." He rubbed his head. "Jesus, just me saying it out loud sounds ridiculous." Peter sighed. "Anyway, if I did get... Super spider powers... I should be able to spin webs... Out of... My ass. Great." To be sure, Peter pressed down on his tail bone. When nothing happened, he breathed a sign of relief.

He then thought back to the wrapper sticking to his finger. He examined his finger tips. "Hm." He moved to a part of the roof that was joined by a much taller wall and put his hand on its brick wall and then his other. Peter pulled himself onto the wall and began to slowly scale the surface! Pete smiled in amazement at what he was doing. His body began to tremble in excitment and could barely keep his arms and legs in their posed form.

"Holy... Freakin'... Crap!" He took a moment to pinch his arm. "Nope. Totally not dreaming." Peter rose his right hand and examined it. "I am totally gonna examine my blood when I get home!" Peter paused for a second. "God I am such a nerd." He slowly crawled the wall again and arrived to the top of the second building. "Amazing. Simply Amazing."

The buzz sounded again and his hand went to his pocket to grab his phone. He answered.

"Hello?"

"Hey Pete, it's Harry. I heard you got out of the hospital." He sounded somewhat excited. "Why didn't you call me dude?"

"I was busy." Peter responded.

"Too busy to tell your best friend why you were in the hospital?"

"Yeah... Look man, I got to go, pretty cool things are happening right now."

There was silence. "Are you with Gwen?"

"What? No!" Peter laughed before remembering. He needed to talk to Gwen. "I'll call you back dude."

"Alright man."

Peter hung up. "Oh man... Do I tell Harry? Do I tell Uncle Ben and Aunt May? Do I tell Gwen?" He sighed. "Do I tell anyone?" He sat on the roof and thought for a while. He then realized: "I need to get eggs."

After a few minutes, Peter bought the eggs and ran back home. He opened the door to see his Uncle Ben sitting on the couch watching TV with a few yellow folders in his lap. He took a sip from his sweet tea. "Hey kid. How you holding up?"

"Uh. Pretty good." Peter placed the carton of eggs on the table next to the door and sat down next to his uncle. "I gotta tell you something."

"Hold on." Ben placed his glass of tea on the table and held the folders in his hand. "I told you I'd start helping you come to... Closure about your parents." He looked down at the folders. "These belonged to your father." He extended them to Peter who hesitated before taking them. "It was some sciencey stuff he gave me on the day he died." Ben took a deep breath. "Your father met with me that day to give me these and he told me he was fleeing the country."

"Why? What did he tell you?" He opened the folder.

"He thought the people he worked for were trying to steal something he made."

Peter's eyes widened when he saw the stamp of Oscorp on the first page. He remembered that his dad worked at Oscorp.

"I've never told anyone else about this but... I always wondered: What if he was right? Your father, my brother, would not have killed himself in the way they said he did. He wouldn't have done it at all. He would never have left your mother or you."

"You think..." Peter swallowed hard. "You think Oscorp may have had something to do with his death?"

Ben sighed. "Look Peter, I don't want to inflict my own thoughts on you. I know that you're trying to get a job at Oscorp and I don't want these ideas to stop you from moving on with your life. That was fifteen years ago."

Peter examined the various papers inside the folders. Complex algorithms, side notes, models, and drawings of various things. Peter got to the last folder which was marked with a red 'X' at its corner. He opened it and began to skim through it. It mostly talked about some odd "cross species" expirements which involved mixing human and animal DNA and how to achieve it. He came to a section of the notes that detailed crossing human DNA with that of a spider. Peter bit his bottom lip.

Uncle Ben stood up. "I'll... I'll leave you here. I'm gonna go pick up your aunt."

"Alright." Peter said, not looking up from the folder.

In a few minutes, Peter read the entire section. Despite Uncle Ben telling him not to think about the situation, Peter couldn't help it. It was way too suspicious how all of the... Webs connected. Peter needed answers and every time he gets close to getting them he gets more questions. But there was one place all of the answers seemed to be. Oscorp. Peter closed the folder and ran up the stairs. He couldn't wait anymore. He couldn't wait for answers on what happened to him or his father. The fact that Richard Parker was working on genetically altering animals -to be more specific, arachnids- and that Oscorp, the people who Uncle Ben thinks were behind his death, is more than enough reason for Peter to do the stupidest thing he could think of at the moment.

The teenager opened his closet and grabbed his black zip up hoodie as he threw off his grey one. He took off his glasses and set them on his desk. Peter opened one of the drawers in his room and picked up his red beanie before sliding it on to his head. To complete his outfit, he slid fingerless gloves on each of his hands and grabbed his tightest fitting backpack and strapped it to his back. Total stealth.

Peter opened one of the folders and took a single sheet of paper from it. He folded it and put it into his pocket. Finally, he grabbed his house keys and locking up the house. Peter was now ready... To commit a breaking and entering crime.

. . . . .

One subway drive, two buses, and a taxi later, Peter Parker stood outside of the Oscorp building, still as busy as ever. It shinned luminously in the coming moonlight He took a deep breath as he diverted his attention away from the humongously impressive sky scraper and towards the building next to it. It was right next to a nearly seclusive area. He made his way into the alley next to the building and examined the skyline before checking to see if anyone could see him. When the coast was clear, he flipped up his hood and stuck his finger to the brick wall and began to climb for the second time that day.

It still made Peter a little nauseous, climbing the way he did, especially when he looks down. He paused, closed his eyes, and took a deep breath before resuming his climb. He finally reached the top of the building and ran to the other side to see the large array of windows that was Oscorp. Peter backed up to the very edge of the smaller building and began to run toward the other side. While running, Peter found that his speed enhanced tenfold and was now running faster than any football player he had seen at Midtown High. Once Peter got to the very edge, he leapt into the air and towards the Oscorp building. Time seemed to slow down and Peter thought that for a moment he was going to plummet down to the pavement below. But as he edged closer to the building, he put his hands out in front of him and closed his eyes.

Peter felt himself hit something and opened his eyes to see that he was sticking to a window! The boy breathed a heavy sigh of relief and began to crawl upwards, following the path of unlighted windows and trying his best to avoid the lighted ones. After a minute or so, he reached the rooftop's helipad. After admiring himself, Peter began to look around the roof for an alternate way inside. He spotted a door but appeared to be blocked with a pad lock. Peter took it in his hands, gripped it tightly and began to pull. He expected a struggle in trying to break it but the lock snapped in his hands. "Add super strength to the list." He said to himself. Peter dropped the peices to the ground before opening the access door and going inside.

Peter was met with a long flight of stairs circling downwards in a square like pattern. He heard footsteps coming up and peered over to see two Oscorp security guards heading upwards.

"Man I hate being up here." One told the other.

"Next time we should ask if we can get the comfy desk seat." The second responded.

"I hear that."

Peter acted quick and jumped to the ceiling, sticking to it on contact. He waited for the guards to pass.

"Hey man." The first guard tapped the second. "You ever been out to the roof and looked off?"

"Once." He said. "I hurled."

The other one laughed. "No way! Baby!"

"Shut up. Lets go back down."

"I'll be damned if I take the stairs again."

"Elevator it is." The two went down one story of stairs and opened a door leading to Level 73. When the door closed, Peter dropped off of the cieling and onto the rail, balancing perfectly on his feet. The boy smiled to himself before landing on the stairs.

"Level 40." He reminded himself. The place where he was bitten. Peter hopped over the rail and began to fall towards the ground floor. Using his newly developed senses, he read as each blur of a number passed. "Level 60... 56... 50... 44..." As soon as Peter read '40' he extended his arm and caught the rail of the stair case and pulled himself over. He adjusted his hood before looking up in near disbelief. "I just fell 35 stories."

Peter opened the door and came to a dark hallway. He eased around the corner to see that apparently all the lights on the floor were off. He also spotted an array of green rotating laser lights positioned around the halls, blocking his path. Security lasers no doubt. Peter inhaled deeply before running towards the lasers. He leapt into the air, pushing his knees into his chest, barely missing a laser that would have hit his shoe. He landed down but the tingling in his head alerted him to a laser coming his way. Peter rose his legs into the air, doing a complete handstand as the laser passed by him. He then backflipped over another and sprung over two more, maneuvering his body to dodge another. He hadn't even broken a sweat yet.

He finally landed in a somewhat clear area. There were still security lasers positioned around the hallways but they were stationary. Peter jumped on the ceiling again and started to crawl towards his destination but noticed a rotating security camera in the corner of the wall. Peter silently cursed to himself before reaching out and unplugging it. It stopped moving and the teenager prayed that he cut the feed and continued crawling.

The rest of the way was pretty easy. Peter continued unplugging cameras and dodging lasers for a while until he reached the empty room the spider was in on his last visit. Peter opened the door, thanking that it wasn't locked. Once inside, he begun his investigation. He moved to the lab station where he was bitten and looked around for anything that could lead him to... Anything. There were a bunch of drawers around the station, however most were empty. All except one. There was a folder sitting at the very bottom drawer. Peter cautiously grabbed it. The trademarked Oscorp logo sat at the very top of the folder. He flipped it open and noted a few papers inside. Most of them were somewhat pointless, interesting but pointless. He finally found a document from Norman Osborn himself noting on a cross genetics project involving spiders. Peter read through the entire file and found something.

Peter dropped the folder on the table and took a step back. "They were trying to unlock the secrets of cross genetics." He said to himself. "The secret my dad had. They thought radioactivity was the key." It clicked. The document noted at how the scientists Osborn got for the Cross Species project exposed each spider to radioactivity. Most didn't survive but a few did. One of the spiders must have escaped just before Osborn cleaned out the lab due to "unexpected failure." The one spider that broke out was the one that bit Peter.

The boy looked underneath the lab station, using his cell phone as a light. He scanned each corner of the dusty, web infested ground for the spider but it was nowhere to be found. Oscorp was too big for Peter to try to find the single spider so he stopped looking and instead took the folder and slipped it into his backpack before heading for the door. But just as he touched the handle, his spider sense went off.

The door opened from the other side. Dr. Otto Octavius entered with a fairly young african american man wearing a hard hat and yellow gloves. Octavius switched the lights on. "This is the room we're talking about."

The man in the hard hat took a look around. "It shouldn't be too hard. You want all of the wiring leading here?" He asked.

"Yes. For my expirement on a very natural power source and-."

"Look, Doctor, I just wire stuff. I have no idea what you mean." The man chuckled.

Otto chuckled with him. "Right, my wife doesn't understand science either. I'm used to it."

Peter looked at the two men from above. He had jumped to the ceiling upon having the two of them enter. He was careful to stay directly above them so that they didn't catch a glimpse of him in their peripheral vision.

"What did you say your name was?" Otto asked him.

"Maxwell Dillion." He pointed to his name tag. "My friends call me Max."

"Ah. Well let me show you where I need the wiring to..." He trailed off when he looked at the lab station's drawers. One was open. "That's odd."

"What?"

Peter looked over to the lab station. The drawer that held the folder was wide open. Peter ran his hand into his forehead.

Otto closed it slowly. "Someone must have left it open." He concluded. He looked to Max. "Shall we go?"

"Sure." Both Max and Otto left the room.

Peter dropped to the floor as the two left. Peter went towards the door but as he reached for it, he noticed someting petruding from his wrist. He looked at it and quickly summized that it must have been...

"A web." He looked up to the ceiling where he was sticking and saw another larger web sticking to it. At first he guessed that he accidently put his hand on it went he jumped to the ceiling but saw that the web was coming directly from a spot on his wrist. Peter ripped the web off. He put pressure on his wrist and a large 'splurt' of web shot out, covering the wall. Amazed, Peter backed away. "At least it's not coming out of my butt." As much as he wanted to examine it with the resources Oscorp held, but he had to leave. Now.

After a few minutes, Peter got the roof again, using the same path he used to get in only it was easier to get through the halls. Apparently Dr. Octavius turned off the security system. He stood on the edge of the building and looked off to the ground many stories down. He hadn't considered how to get down. He definitely wasn't going to jump but he wan't sure if climbing downwards was the best thing to do either.

Peter snapped his fingers. "Ah ha!" He remembered how spiders could spin webs in thin lines. He planned to use that to... Swing down. Peter smiled at his apparent brilliance. He leapt into the air and down the side of the building. He poitioned his hand to catch the side of the Oscorp building and pressed down on his wrist on one hand with the other. But a 'splurt' of web shot out, not a line. Peter started to panick as his shot the webbing over and over but no actual line came out just random short bursts of the webs. "Son of ..." Peter maneuvered his body to move closer to the building and once he got close enough, he placed his fingers on the side, stopping his fall. "Argh!" He shouted as he looked down. He had made it about halfway and decided it'd be best to climb the rest of the way.

. . . . .

Peter opened the door to his home. It was late. Like, past midnight late, so he wasn't at all surprised if the lights were off. But they weren't. As soon as Peter opened the door he was met with the sight of his Uncle Ben sitting in a chair, a look of disapproval on his face.

"Oh..." Peter closed the door. "Hey Uncle Ben." He was trying his best to read the emotions of his uncle but at the moment he was a stone wall.

"Don't 'hey Uncle Ben me.'" The older man stood from his seat. "Where were you Peter?"

"I was... Uh... I was at the library." Peter toyed with the strap of his backpack uneasily.

"The library?" Uncle Ben giggled. "Peter, I checked the library. I checked damn near everywhere you would have went!" Peter backed up a bit. He had never made his uncle so angry before and he was met with mixed emotion of guilt and sadness. "I checked the Osborn's, the school, every damn convinient store I could find." He stepped closer to Peter. "Do you have any idea how worried you had your aunt? Where were you?"

"I was..." Peter thought it best to tell the truth. "I was hanging around Oscorp." Okay, not the whole truth.

"What were you doing down there at twelve at night?"

"Reading... Some notes. From my dad." Peter lied again. "I'm sorry Uncle Ben." Peter said. "It'll never, ever happen again."

"It better not." Uncle Ben said sternly, folding his arms. Peter nodded and began to go up the stairs but the man stopped him. "Does this have anything to do with your father?"

Peter hesitated to answer. "A little bit, yeah."

"Don't let it get to you Peter." Uncle Ben brushed his nephew's shoulder. "It's a ghost of the past. It belongs there."

"Yes sir." Peter stepped up the stairs. "Sorry again."

"Like I told you Peter, you're a teenager and you're gonna make your fair share of mistakes. It's just up to you to learn from them. I hope you learned from this one. You get to bed. It's a school night and you are going to school tomorrow."

Peter smiled, thankful that the situation didn't go any worse. He got into his room and closed the door. He flopped on the bed and sighed. So much to deal with. The spider powers, his dad's secrets, the whole "getting into Oscorp" thing, and if that weren't enough he still has to handle high school. The boy looked at his finger tips. What was he supposed to do with these powers? Keep them a secret and forget he ever got them? Go in to show business? Write a book about himself? Join a super hero team? So many alternatives. He pressed down on his wrist again and the webs fired out of his skin and to the ceiling in a large, untameable mass. One thing was for sure. He needed to find a way to make his webs beneficial and not so messy.

He sighed. So many options.

**A/N:  
Happy New Years Everybody and thanks for taking the time to read chapter 3 of The Amazing Spider-Man! I decided to kick this year off right by updating every fic I'm currently working on, Spider-Man being the first. I've got LOTS of ideas for this series that I am extremely anxious to start so I'll be updating this as much as possible.**

**And yeah, I'm being a bit of an innovator with the webs and doing something... Pretty unique. But don't worry. Our Web Head will be swinging through the air in no time =D**


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